Wrap Text
Sappi Southern Africa conversion to a public company
SAPPI SOUTHERN AFRICA LIMITED (previously Sappi Southern Africa
Proprietary Limited) (Registration No. 1951/003180/06)
(“the Issuer”)
Announcement in respect of the Conversion to a Public Company
and request for written consent of Noteholders for the amendment
and restatement of the Issuer’s Programme Memorandum.
Dated: 31 July 2013
1. Conversion to a Public Company
Notice is hereby given that Sappi Southern Africa Limited
(previously Sappi Southern Africa Proprietary Limited) has
converted from a private company to a public company with effect
from 29 April 2013.
2. Notice of Request for Written Consent of Noteholders for the
Amendment and Restatement of the Issuer’s Programme
Memorandum
2.1 This notice of request for consent (this Consent Request)
is delivered by the Issuer to each holder of Notes (the
Noteholders) issued under the Sappi Southern Africa
Proprietary Limited ZAR5,000,000,000 Domestic Medium Term
Note Programme (the Programme) established pursuant to a
programme memorandum dated 22 June 2011 (the Programme
Memorandum) in accordance with Condition 18 (Notices) of
the section headed “Terms and Conditions of the Notes” in
the Programme Memorandum (the Terms and Conditions) for
purposes of obtaining the Noteholders written consent to
amend and restate the Terms and Conditions and to amend and
restate the Programme Memorandum, as required in terms of
Condition 19 (Amendment of these Conditions) of the Terms
and Conditions.
2.2 Capitalised terms used herein which are not otherwise
defined shall bear the meaning ascribed thereto in the
Terms and Conditions.
2.3 The Issuer seeks the Noteholders consent in accordance with
Condition 19.4 (Amendment of these Conditions) of the Terms
and Conditions, to amend and restate the Programme
Memorandum including the Terms and Conditions on the basis
set out below and in the amended and restated programme
memorandum published on the Issuer’s website,
http://www.sappi.com/regions/sa/investors/bondreportingrequ
irements/Pages/Sappi-Southern-Africa.aspx (the Amended and
Restated Programme Memorandum).
2.4 The Issuer hereby, pursuant to the provisions of Condition
19.4 (Amendment of these Conditions) of the Terms and
Conditions, requests that the Noteholders consent to the
following amendments to the Terms and Conditions, namely:
2.4.1 the amendment of the definition of “Extraordinary
Resolution” so as to amend the percentage of minimum
votes required from 75% (seventy five percent) to 66.67%
(sixty six point six seven percent) to align the
percentage of minimum votes required with the relevant
requirement of the JSE Limited’s Debt Listing
Requirements and the replacement of the definition of
“Extraordinary Resolution” in its entirety and the
replacement of all references to 75% (seventy five
percent) throughout the Amended and Restated Programme
Memorandum with 66.67% (sixty six point six seven
percent);
2.4.2 the amendment of the definition of “Indebtedness” to
include any “Subsidiary” as such term is defined in the
Companies Act, 2008, and replacement of the definition of
“Indebtedness” in its entirety;
2.4.3 the amendment of the definition of “Material Group
Company” so as to reduce the asset representation
threshold from 25% (twenty five percent) to 15% (fifteen
percent) and the replacement of the definition of
“Material Group Company” in its entirety;
2.4.4 the amendment of the definition of “Permitted
Encumbrance” by the deletion of the word “owned” from the
definition and the replacement of the definition of
“Permitted Encumbrance” in its entirety;
2.4.5 the amendment of Condition 10.2 (Redemption for Tax
Reasons) by the deletion of the provision “as a result of
a change in, or amendment to, the laws or regulations of
South Africa or any political sub-division or, or any
authority in, or of, South Africa having power to tax, or
any change or amendment which becomes effective after the
relevant Issue Date” and replacing it with “as a result
of any announcement made, or any proposed amendment to
the laws or regulations of South Africa, by any authority
in South Africa having power to tax” to cater for the
numerous tax law amendments proposed by the South African
tax authorities after the Programme Date;
2.4.6 the amendment of Condition 10.5 (Redemption in the event
of a Change of Control) so as to:
2.4.6.1 amend the Change of Control Period in relation to a
Change of Control Event from a period of 60 (sixty)
days after the occurrence of a Change of Control to a
period commencing 60 (sixty) days prior to the
occurrence of a Change of Control and ending 60 (sixty)
days after a Change of Control and to make any
consequential amendments thereto; and
2.4.6.2 replace Condition 10.5 (Redemption in the event of a
Change of Control) of the Terms and Conditions in its
entirety;
2.4.7 the insertion of Condition 10.6 (Redemption in the event
of a failure to maintain JSE Listing or Rating) to make
provision for the redemption of Notes issued under the
Programme as a result of a failure by the Issuer to
maintain a listing on the JSE or a Rating in the event
that the Applicable Pricing Supplement so provides;
2.4.8 the amendment of Condition 10.10 (Purchases) by updating
it to Condition 10.11 (Purchases) and the insertion of
the following wording as Condition 10.11.2:
“Where the Issuer or any Subsidiary purchases Notes and
such purchase results in the Issuer or Subsidiary, as
the case may be, holding in aggregate more than 35%
(thirty five percent) of the Nominal Amount of Notes
issued in a particular Tranche, the issuer undertakes
to immediately notify all remaining Noteholders of such
purchase in accordance with Condition 18 (Notices).”,
2.4.9 and the replacement of Condition 10.10 (Purchases) in its
entirety,
by completing the Consent Notice annexed hereto as Schedule 1
and returning same to Strate, copying Nedbank Capital, a
division of Nedbank Limited and the Issuer in the manner set-
out in Schedule 1, by no later than 17:00 on Friday,
23 August 2013.
2.5 The amended Terms and Conditions incorporating the proposed
amendments as contemplated in this Consent Request have been
incorporated into the section headed “Terms and Conditions of
the Notes” of the Amended and Restated Programme Memorandum.
2.6 This Notice is being delivered to the JSE in accordance with
Condition 19 (Amendment of these Conditions) as read with
Condition 18 (Notices) of the Terms and Conditions.
Debt Sponsor
Nedbank Capital, a division of Nedbank Limited
Legal Adviser
Bowman Gilfillan Inc
Schedule 1
For completion by Noteholders in terms of Condition 19.4 of the
Terms and Conditions.
CONSENT NOTICE
A We refer to the Notice of request for written consent of
Noteholders provided in accordance with Condition 19
(Amendment of these Conditions) as read with Condition 18
(Notices) of the Terms and Conditions (the Consent
Request).
B Defined terms used in this Consent Notice (the Consent
Notice) shall have the meanings given to them in the
Request Notice unless otherwise indicated.
I/We _________________________________________________________
being a holder/holders of Notes issued by the Issuer under the
Programme hereby confirm:
1. I/We currently hold [insert Nominal Amount of Notes held]
with stock code SSA0[?];
2. We acknowledge receipt of the Consent Request, in which the
Issuer seeks the written consent of Noteholders to:
2.1 the amendment of the definition of “Extraordinary
Resolution” so as to amend the percentage of minimum votes
required from 75% (seventy five percent) to 66.67% (sixty
six point six seven percent) to align the percentage of
minimum votes required with the relevant requirement of the
JSE Limited’s Debt Listing Requirements and the replacement
of the definition of “Extraordinary Resolution” in its
entirety and the replacement of all references to 75%
(seventy five percent) with 66.67% (sixty six point six
seven percent) throughout the Amended and Restated
Programme Memorandum;
2.2 the amendment of the definition of “Indebtedness” to
include any “Subsidiary” as such term is defined in the
Companies Act, 2008, and replacement of the definition of
“Indebtedness” in its entirety;
2.3 the amendment of the definition of “Material Group Company”
so as to reduce the asset representation threshold from 25%
(twenty five percent) to 15% (fifteen percent) and the
replacement of the definition of “Material Group Company”
in its entirety;
2.4 the amendment of the definition of “Permitted Encumbrance”
by the deletion of the word “owned” from the definition and
the replacement of the definition of “Permitted
Encumbrance” in its entirety;
2.5 the amendment of Condition 10.2 (Redemption for Tax
Reasons) by the deletion of the provision “as a result of a
change in, or amendment to, the laws or regulations of
South Africa or any political sub-division or, or any
authority in, or of, South Africa having power to tax, or
any change or amendment which becomes effective after the
relevant Issue Date” and replacing it with “as a result of
any announcement made, or any proposed amendment to the
laws or regulations of South Africa, by any authority in
South Africa having power to tax” to cater for tax law
amendments by the South African tax authorities after the
Programme Date;
2.6 the amendment of Condition 10.5 (Redemption in the event of
a Change of Control) so as to:
2.6.1 amend the Change of Control Period in relation to a
Change of Control Event from a period of 60 (sixty) days
after the occurrence of a Change of Control to a period
commencing 60 (sixty) days prior to the occurrence of a
Change of Control and ending 60 (sixty) days after a
Change of Control and to make any consequential
amendments thereto; and
2.6.2 replace Condition 10.5 of the Terms and Conditions in its
entirety;
2.7 the insertion of Condition 10.6 (Redemption in the event of
a failure to maintain JSE Listing or Rating) to provision
for the redemption of Notes issued under the Programme for
a failure to maintain a listing on the JSE or a Rating in
the event that the Applicable Pricing Supplement so
provides; and
2.8 the amendment of Condition 10.10 (Purchases) by updating it
to Condition 10.11 (Purchases) and the insertion of the
following wording as Condition 10.11.2:
“Where the Issuer or any Subsidiary purchases Notes and
such purchase results in the Issuer or Subsidiary, as the
case may be, holding in aggregate more than 35% (thirty
five percent) of the Nominal Amount of Notes issued in a
particular Tranche, the issuer undertakes to immediately
notify all remaining Noteholders of such purchase in
accordance with Condition 18 (Notices).”,
and the replacement of Condition 10.10 (Purchases) in its
entirety.
3. We hereby [consent/do not consent] in terms of Condition 19.4
(Amendment of these Conditions) to the proposed amendments as
set out above and as contained in the Amended and Restated
Programme Agreement.
SIGNED at ____________ on this the ___ day of ____________ 2013.
For and on behalf of
[INSERT NOTEHOLDER]
_________________________________
Name:
Capacity: Authorised signatory
Who warrants his/her authority
hereto
NOTES
This Consent Notice must be lodged with Strate Limited (Strate)
through the relevant Participant of each Noteholder, as follows:
1. in respect of the relevant Participant, either the original form
may be lodged at the registered address of such Participant or a
copy of the form may be faxed to such Participant; and
2. on receipt of this Consent Notice, the relevant Participant must
submit the Consent Notice to Strate either:
2.1 at the registered address of Strate, 1st Floor, 9 Fricker
Road, Illovo Blvd, Illovo, Sandton, 2196, South Africa (marked
for the attention of Mr. Steven Ingleby) by no later than
17:00 on Friday, 23 August 2013; or
2.2 a copy of the form may be faxed to Strate (for the attention
of Mr. Steven Ingleby at fax number +27 11 759 5500) or sent
by e-mail to steveni@strate.co.za copying cdadmin@strate.co.za
by no later than 17:00 on Friday, 23 August 2013; and
3. a copy of the form must either be faxed to Nedbank Capital, a
division of Nedbank Limited (for the attention of Bruce Stewart at
fax number +27 86 629 2242) or e-mailed to
bruces@nedbankcapital.co.za and Sappi Southern Africa Limited (for
the attention of Serena McGinn at fax number +27 11 339 7981) or
e-mailed to serena.mcginn@sappi.com copying jorg.passler@sappi.com
by no later than 17h:00 on Friday, 23 August 2013.
Date: 31/07/2013 04:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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